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Preliminary Offering Memorandum

Preliminary Offering Memorandum Template for United Arab Emirates

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"Need to prepare a Preliminary Offering Memorandum for a UAE-based technology company planning to raise AED 500 million through a public offering in March 2025, with specific focus on AI and blockchain technology developments."

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Document background
The Preliminary Offering Memorandum is a crucial document in the UAE capital markets, typically used during the initial stages of a securities offering to provide potential investors with comprehensive information about the investment opportunity. This document, governed by UAE Securities and Commodities Authority (SCA) regulations and Federal Law No. 4 of 2000, serves as a preliminary marketing and disclosure tool before the final offering memorandum is issued. It includes detailed information about the issuer's business, financial statements, risk factors, management structure, and the terms of the proposed offering. The preliminary nature of the document allows issuers to gauge market interest while maintaining flexibility to adjust terms based on investor feedback. The document must adhere to strict regulatory requirements regarding disclosure and transparency, particularly under SCA Board Resolution No. 11 of 2016 concerning securities offerings.
Suggested Sections

1. Important Notice: Legal disclaimers, jurisdiction restrictions, and regulatory statements

2. Executive Summary: Overview of the offering, issuer, and key investment highlights

3. Risk Factors: Comprehensive disclosure of all material risks related to the investment

4. Use of Proceeds: Detailed breakdown of how the raised funds will be utilized

5. Business Description: Comprehensive overview of the issuer's business, operations, and market position

6. Management and Corporate Governance: Information about key executives, board members, and governance structures

7. Financial Information: Historical financial statements, key metrics, and financial projections

8. Terms and Conditions of the Offering: Detailed terms including pricing, minimum subscription, and allocation policy

9. Subscription and Sale: Process and procedures for participating in the offering

10. Taxation: Overview of relevant tax considerations for investors

11. Legal Matters: Material legal information including regulatory approvals and litigation

Optional Sections

1. Industry Overview: Detailed analysis of the relevant industry - included when the issuer operates in a specialized or complex sector

2. Related Party Transactions: Disclosure of material transactions with related parties - required if such transactions exist

3. Property Portfolio: Detailed description of real estate assets - included for real estate-heavy businesses or REITs

4. Environmental, Social and Governance (ESG): ESG policies and initiatives - increasingly important for institutional investors

5. Research and Development: R&D activities and pipeline - relevant for technology or pharmaceutical companies

6. Material Contracts: Summary of significant agreements - included if there are contracts material to the business

7. Regulatory Framework: Detailed regulatory environment - included for highly regulated industries

8. Competition: Competitive landscape analysis - included when market position is a key investment consideration

Suggested Schedules

1. Financial Statements: Audited financial statements for the required historical periods

2. Pro Forma Financial Information: Adjusted financial statements showing effect of the offering

3. Valuation Report: Independent valuation reports for key assets

4. Legal Due Diligence Report: Summary of legal due diligence findings

5. Market Study: Independent market research reports

6. Technical Report: Technical studies or feasibility reports

7. Articles of Association: Company's constitutional documents

8. Subscription Forms: Forms and instructions for submitting investment applications

9. Material Agreements: Copies of material contracts referenced in the main document

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions















































Clauses






























Relevant Industries

Financial Services

Real Estate

Technology

Healthcare

Energy

Manufacturing

Telecommunications

Infrastructure

Retail

Hospitality

Education

Transportation and Logistics

Mining and Natural Resources

Agriculture

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Development

Investor Relations

Treasury

Corporate Communications

Business Development

Corporate Strategy

Corporate Governance

Financial Planning and Analysis

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Banking Director

Corporate Finance Manager

Compliance Officer

Risk Manager

Company Secretary

Investor Relations Director

Financial Controller

Corporate Development Director

Treasury Manager

Legal Director

Investment Director

Capital Markets Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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